Here's the next chapter – I hope you enjoy. My intent with this story was to include more Haley and Nathan, but it hasn't gotten there yet. Sorry to those who are missing it right now… they will be more involved soon. Right now though, the focus is Lucas and Peyton. Thanks for reading! Let me know what you think!

Chapter 7 It's 3am

Befitting of the mood surrounding the rest of the day, a torrential downpour began just as she turned off the bedside lamp. Having left home before sunrise, she should have been tired by midnight. Unfortunately her mind was still swimming with the events of the past day and week. Doubts of possible success, fears of the coming future, and a dull aching need for familiarity kept her awake, tossing and turning, well into the night. Lights from the city broke through the ill-fitted slats in the ineffective blinds and cast eerie shadows across the unfamiliar room. Headphones did little to block out the sounds of the surrounding city, no matter what type of music she tried.

It was nearly three in the morning when she gave up any hope of sleep and crept quietly into the kitchen in search of something warm. Turning on only the light above the stove, she fished a mug out of the cupboard and filled it with water. She was moving to put it in the microwave when a voice stopped her.

"I can't let you make cocoa that way," Lucas said in a tired voice. Not imagining that he would be awake, she was startled enough that she dropped the mug, causing water to cascade across the kitchen floor and the porcelain mug to shatter.

"Sorry," he said as he jumped out of bed to help with the mess. He slipped his feet into a pair of tennis shoes before approaching the mess and noticed that she was standing in the middle of the puddle with bare feet. "Come here," he said gently, reaching for her hand. Too tired to argue, she allowed him to practically carry her back into the living room and set her on his bed. Once he had cleaned the mess and put milk in a kettle to warm over the stove, he joined her in the still-dark living room.

"I didn't mean to wake you up," she said apologetically as she tiredly rubbed her face.

"I wasn't sleeping. Sorry I scared you." He had been listening to her toss and turn all night and hadn't been able to will himself to sleep knowing that she was having such a rough time. "Can't sleep?"

"Oh no," Peyton said in a sarcastic tone. "This is a pretty normal snack time for me."

"That's going to make for hard morning classes."

"I can't sleep in strange places. I'll get used to it eventually."

"What about hotels?"

"I've only ever stayed in one. That motel we stayed at—"

"That's it?" She nodded.

"My dad and I only ever go to my grandparents' house. And we stay with them."

"My mom and I used to go on vacation at least once a year. It was usually small and low-budget, but she always liked to get away for a few days."

"It's always good to get away." The teakettle went off and Lucas jumped up to get it, leaving her alone in the living room. By the time he returned, she had worked her way up to the headboard, so that she had something to lean against. He handed her one mug of steaming hot cocoa and set the other one on his nightstand before settling himself under the covers. Pulling the blue fleece blanket from the foot of the bed, he draped it over her, ignoring all assurances that she was fine.

"What are you going to do when it actually gets cold outside?"

"I don't know," Lucas answered honestly. "I don't think I'm looking forward to a New York winter." Peyton shook her head in agreement, taking a sip of her cocoa.

"Thank you."

"No problem."

"What time is it?"

"After three," Lucas said after consulting the clock on his other side. "It's a good thing I don't have practice later today. Or Nathan would kick my ass. He keeps saying he's better than me, I can't give him the chance to actually prove it."

"I don't think you two should ever compete. Being on the same team is the only safe bet," she said with a small smile. The hot cocoa was gone, the empty mugs placed on the nightstand, and Peyton's eyelids were finally beginning to droop. Curled up on one side, her breathing eventually evened out and he knew she had finally fallen asleep. Lucas laid her head on one of his pillows and pulled the covers over them both before turning out the light.

Neither woke the next morning by their own choice. Lucas was dragged out of a sound slumber by the sound of banging and it took him a few minutes to realize that someone was at the apartment door. Rubbing his eyes to get rid of the blurriness, he shuffled to the door in his t-shirt and boxer shorts. Haley was in the middle of another knock when he opened the door, causing her to almost hit him.

"Good morning to you too," he said tiredly.

"It's afternoon," Haley informed him. "What have you been doing? We've been trying to call both of you all morning!"

"Haley, quiet," he said urgently, looking over his shoulder to ensure that Peyton was still sleeping. Haley's eyes fell upon the blond in his bed and she turned a glare immediately on her best friend.

"Didn't take you long," she hissed in a whisper. "Are you sure about this?"

"It's not what you think," he answered in a whisper. "It was a bad night. She slept there, nothing else. Personally, I'd rather not wake her up, so can we have this conversation later?" Haley conceded, but not without making him promise that they would all meet at her apartment for dinner that night. Lucas was showered, dressed, and cooking a quick lunch by the time Peyton finally opened her eyes. She yawned, stretching and rolling around several times before she realized where she was. As soon as she did, she shot up into a sitting position and looked around.

Slowly remembering how she had ended up in his bed, she turned a light shade of red. Gathering every bit or resolve she had left from her days as the popular cheerleader type; she tiptoed down the hall and into the bathroom. Although Lucas didn't see her, he heard the bathroom door close and knew she was awake. She refused to talk about anything more daunting than the weather for the rest of the day, but he thought that might be for the best. By the time they arrived at his brother's apartment for dinner at six, they were both exhausted from the effort of avoiding one another.

The title is taken from the lyrics to Matchbox 20's 3am.